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THE 

BY-LAWS  OF  THE  JOINT-STOCK 

COMPANY,  LIMITEO, 


^^i^^^L- 


mmmm^;mm^m 


A  Co-operative  Commonwealth,    Located  in  the  Giant  Forest  and  on 

the  North  Fork  of  the  Kawoah  River,   Tulare  County,  Cal., 

P.  0.   Address,  care  J  J.  Martin,  Secretary,  at 

VIS  ALIA,    TULARE  County,   California. 


^"'^^n^^^^rs^^'* 


J.   J.    MARTIN.  SECRETARY 
VIS/\L1A,  CAL. 


2  - 

JOINT  STOCK  COMPANY    BY-tAWS 

Articfe  I.     Membership, 

Sec.  1.  The  capitalizati<>ii  cf  this  Company  may  be  in- 
creased or  (letreased  from  tin  e  to  time  by  a  two-thirdt*  vfite 
of  the  bh^ire  holdets:  Itis  fixed  at  preRrntat  $250,000.  divi- 
ded into  five  yiundred  sharns  to  bt-  sold  at  their  pfir  value  as 
hereinafter  provided,  said  par  value  being  Five  HiHKbed  dol- 
lars per  share. 

Sec.  2.  In  consideration  of  thf>  receipt  of  this  ^500  as  here- 
inafter provided,  the  company  admits  the  pnrchaser  to  a  spec- 
ified interest  and  conditional  estate  for  life  or  years  in  the 
Colony.  This  estate  consists  of  an  equal  share  in  the  ad\  an- 
ta,  es,  emoluments,  dividends,  profits  declared  during  his  es- 
tate and  privileges  appertaining,  or  in  any  wny  belonging 
thereto,  and  the  full  use  and  enjoyment  of  the  same  in  com- 
mon with  ;vll  its  members. 

The  lelation  established  by  admitting  a  member  is  a  per- 
sonal relation  and  each  and  every  member  is  a  trustee  fir 
each  and  all  others  and  for  thi-  Company  at  large. 

Sec  3.     Membership  shall  commence  upon  payment  of  the  , 
fir  t  ten  dollars  of  the  amount  of   capitalization,  ^vbject  to' 
the  oonditions  and  agreements  stipulated  and  set  forth  ui>on 
the  cei  tificate  of  membershi]). 

S«c.  4.  As  soon  as  a  member  has  contributed  in  money 
the  8(.m  of  One  Hundred  ($100)  dollars,  he  or  she  w^ill  be  n  - 
titleu  to  residence  and  empb  yment  on  the  j  rounds  (rf  i\  ^^ 
Colony.  He  or  she  will  be  placed  upon  a  liwt  of  meml  ef-h  i» 
in  rolHlion  in  order  of  pavment.  Tho^*e  M-ho.M'  nauie^  Jai  v. 
fir^t  oii  this  list  will  be  entitled  to  precedence  in  ihea  iegn.;.r 
order,  and  will  have  the  first  privile-  e  to  emp'o\ment  iii  lie 
CoJoijy. 

>ev.  5.  Mendierv  will  be  !.'iven  the  oppoitunity  to  p.<> 
their  cajMtaiization  of$500bv  installment.  But,  these  inhtali- 
mcuth  uiUhl  be  paid  at  the  rate  of  n.  t  Icsk  than  $5  \nx  uionlli. 
Any  uiembei  in  aire  rs  in  f)avment  of  his  monthly  nif-tall- 
meiiU  toi  thiee  months-  u'ay  bv  vote  of  any  General  Mtei- 
ing,  be   cropped  hwUi  the  member^hii.  roll. 


Sec,  6.  Ajiplicanta  for  memberfihip,  ncvt  vouched  for  by 
any  member  of  this  C"lony,  must  giTe  sjitisfactory  reference* 
as  to  his  fitnesH  for  membership.  All  applicants  for  meml  er 
ship  will  lie  required  to  fill  out  the  blank  form  of  application 
prescribed  by  the  Colony.  Kejected  applicants  for  member- 
ship will  have  the  amount  deposited  by  them  returned. 

Si(;.  7.  No  member  shall  have  any  advantage,  privilege, 
benefit  or  emolument  over  the  others. 

Sec.  8.  Children  of  metiibers  are  eligible  to  become  mem- 
bers <.f  the  Colony,  at  tlie  age  of  eighteen  years,  upon  the 
payment  of  the  fee  prescribe*!  Ity  the  By-Laws  as  applied  to 
anyone  wishing  to  become  a  niember,  provided,  however,  that 
if  8uch*app>licaTita  haNe  been  residents  upon  the  giounds  of 
the  Colony  foj-  the  period  of  five  yeais,  ]>rior  to  their  majori- 
ty,   then  their  fee  may  be  paid  entirely  in  labor,  if  so  desired. 

Sec.  9.  Every  member  shall  hav*»  equal  opportunity  to 
work  for  the  Colony  in  the  avenue  of  employment  for  which 
he  or  she  is  best  fitted. 

Sec.  10.  Every  member  will  be  required  to  render  value 
in  either  labor,  money,  material  or  services  for  everything  he 
or  she  receives  from  the  Colony. 

Sec.  11.  A  member  can  withdraw  from  the  Colony  at  any 
time  by  giving  three  month's  notice  to  the  Secretary,  of  bis 
intention  to  do  so.  He  will  be  entitled  to  receive  back  all 
that  he  has  paid  upon  his  certificate,  but  any  debts  he  may 
owe  the  Colony  will  be  deducted  therefrom.  The  payment 
fihall  he  made  at  the  earliest  possible  convenience  of  the  Col- 
ony, but  shall  not  be  given  priority  over  other  liabilities 
whose  payment  is  necessary  tf»  the  perpetuity  of  the  Colony. 

Sec.  12.  Upon  the  withdrawal  of  a  member  his  private 
dwelling  and  improvements,  if  he  hare  any,  will  be  valued 
at  a  fair  valuation  upon  the  basis  of  cost,  and  he  will  be  al 
lowed  the  full  vaiue  of  the  appraisement,  whatever  it  may  be. 

Sec.  13.  The  Board  of  Trustees  shall  provisionally  accept 
or  reject  all  members.  All  names  of  members  thus  accepted 
or  rejected  shall  be  published  in  the  monthly  report  to  all 
members,  and  if  no  contrary  vote  a&  provided,  is  received 
within  thirty  days,  then  the  Board's  decision,  shall  stand.  A 
negative  vote  of  any  five  members  suspends  the  applicant  un- 
til the  Board  submits  his  case,  which  they  shall  do  in  their 


-    4  - 

next  report.  In  s)ieh  vote,  five  j>er  cent,  of  ruirative  \^>if^ 
finally  reject^J.  Any  applicant  rejected  liy  the  Boaid  nja>  , 
njion  recornniendiition  of  five  niend>ers,  appeal  to  the  full 
membershi|»,  in  which  case  a  two-thirds  v.  te  shall  elect 

Sec.  14  The  certificates  of  membership  herein  are  n  t 
transferrable  withon't,  the  consent  of  the  C«  n'])aiiy. 

Sec.  15.  No  person  shall  hob]  more  than  (»iie  certificate  ..f 
membership  in  the  Company. 

St-c.  IG.  Two  votes  inhere  to  each  share  where  the  share 
holler  is  married;  one  of  the^^e  votes  may  Ite  cast  by  the  wife 
and  the  other  by  the  husband.  Where  the  share  hnhU-r  i> 
unmarried  he  or  she  shall  be  entitled  t<'  cast  but  one  vote. 

Sec.  17.  All  land,  buildings,  stock,  croi)s,  machinery, 
warehouses,  tools,  stores  nTid  other  propeity,  except  private 
dwellin;.,'s  and  personal  effects  and  hereditaments  (.f  niend  t) 
contained  therein,  and  other  K<»ods  an<i  chattels  pariieularly 
specified  as  exempt  by  the  rompai.> ,  si. all  be  lield  in  e(»n  - 
mon  bs  the  share  holders. 

See.  18.  Each  member  shall  be  eiititled  to  a  piece  of  land 
n(»t  less  than  one  hundred  and  fifty  by  one  humlred  and  fifty 
(150x150)  feet,  upon  which  he  may  eie-t  a  dw*lllit,  an*' 
shall  enjoy  exclusive  use  and  privilege  of  the  same  mm  U^rii-  a.« 
he  remains  a  member  of  the  Company. 

Sec.  19.  No  member  or  other  person  will  l)e  allowed  to 
keep  a  store  for  the  sale  or  exchanjj^e  of  t,M)od>  or  wares  of  any 
kind  or  description  u])on  the  lands  of  the  Company,  nov  shall 
any  one  colonis"/  emph)y  another. 

Sec.  20.  The  Colony  shall  ke/^p  a  store  for  th.  convf^nience 
r)f  members,  at  whicli  all  articles  of  nece^sity  can  be  pur- 
chased by  them  with  the  labor  time  <  hecks  ])rovifle.i  fo)  by 
the  Colony.     Cost  shall  be  the  lindt  of  ]>rice 

Sec.  21  In  case  of  the  fleath  of  a  member,  the  amount 
paid  ui)on  his  certifieafe.  t<»!.;ethe]'  w  'h  the  actual  cost  of  Ihe 
buihliivjs  and  useful  imj)rov.  ments  (if  anyi  that  he  nmy  Jiave 
erected  upon  the  buildini,'  lot  o(!.  upird  by  him  shall  be  [taid 
to  his  legal  heirs.  P.ut  the  same  shall  liot  be  pa}  aT>le  nntii 
one  year  after  the  death  of  the  mendter.  unlrs>!  at  the  «vi)tioi^ 
of  the  Board  r)f  I'nistees. 


-  5  — 
A rtic le    2,       \ dministra t i. on. 

Sec.  1.  The  principal  place  of  business  >>\  i\\e  Couipan}' 
shall  be  the  Comi)any  ^'roiuuls  at  Kavveah,  'I'tilaie  (.Jount.N  , 
California. 

Sec.  2.  The  (General  Meetings  of  the  Oomp.jny  shall  be 
held  at  the  principal  place  of  business  on  the  fiist  Saturday  of 
each  month  at  2  p.  M.  A  quorum  shall  consist  of  twenty 
members  but  a  lesser  number  may  adjourn  from  time  to  time 
until  they  secure  the  attendance  of  the  requisite  numi  t-r  of 
members.  The  firht  business  of  each  such  meHtin-  shall  !)« 
the  election  of  a  chairman.  The  (general  Secretary  of  the 
Company  shall  act  as  the  Secretarj'  of  the  General  Meeting. 
In  his  absence  a  secretary  pro  tern,   shall  be  elected. 

Sec.  3.  The  proceedings  taken  at  any  General  Meeting 
shall  be  notified  to  the  whole  m«  ujbership  by  the  (general 
Secretary  in  his  monthly  report. 

Sec.  4.  The  supreme  authority  of  the  Company  is  the 
Membership  and  except  as  otherwise  herein  provide<l,  a  n  a- 
jority  Vote  thereof  shall  be  of  binding  force.  The  Eeteren 
dum,  Imperative  Mandate,  Initiative  aiul  Minority  Kt]  re 
sentation  are  the  sacred  rights  of  eacn  share  holder  and  any 
attempt  by  any  of  the  officers  or  members  of  the  Company  to 
ab  )lish  or  abridge  them  shall  l)e  cau.se  for  expulsion.  An  ai»-  I 
peal  always  lies  to  the  membership)  upon  any  question.  ' 

Se*.  .5,  The  Referendum  is  the  means  by  which  the  whoV 
membership  may  pass  upon,  adopt  or  repe.d  any  measure  in- 
itiated by  the  officers  of  the  (Company,  Such  vote  <•!  the 
whole  membership  may  be  demanded  at  any  time  by  ten  |  er 
cent  of  the  meuiher-ihip. 

Sec.  6.  The  imperative  Mandate  is  the  ]  ower  residing-in 
the  Membership  to  recall  at  any  time  any  t»fficer,  agent  or 
employee  by  a  majority  vote  of  the  Cimipany.  It  may  he 
put  in  motirui  at  any  time  on  demand  of  ten  per  cent,  of  the 
Meuibership. 

Sec.  7.  The  Initiative  is  the  power  re.^idir.g  in  the  Men - 
bership,  of  themselves  to  initiate  any  measure  desir*  rl.  On 
demand  of  ten  i)er  cent,  of  the  Membership  the  measure  de- 
sired must  be  submitted  to  the  Company  for  their  vote;-  au^ 
if  it  receives  a  majority  vote  of  the  whole  Men.bershiiJ,  must 
be  ailopted  and  followed. 


Sec.  8.  Minority  Representation  shall  be  secured  by  the 
ciunulative  vote.  Thin  Vf)te  is  explained  at  length  in  the 
(ivil  Code  ot  Oalifoniia  and  confer-"  upon  efich  member  voting 
for  two  .,r  more  officers  the  right  to  cast  his  one  vote  for  all 
the  officers,  or  to  vote  instead,  as  many  times  as  there  are  offi- 
cers t<»  be  elected,  f  .r  one,  etc. 

Sec.  9.  Until  otherwise  provided,  the  r^ecretary  of  the 
Company  shall  keep  his  office  at  the  City  of  Visalia,  Tulare 
(.oanty,  California,  and  the  Bank  of  Visalia  shall  be  the 
Bank  of  Deposit  for  the  funds  of  the  Company. 

Sec.  10.  The  tenure  of  office  of  all  (jfficers  and  employees 
of  this  Company  shall  be  until  recall  as  above  provided.  Ex- 
cept that  ten  per  cent,  of  the  Membership  may  at  any  Grener- 
al  Meeting,  upon  thirty  <lays'  notice,  call  for  a  General  Elec- 
tion of  all  officers.  In  case  of  such  call  then  the  terms  of  all 
officers  shall  be  declared  at  an  end  and  a  new  election  be  had 
at  once.  All  officers,  however,  serve  until  their  successors 
are  installed. 

Sec.-.  11  The  General  Secretary  shall  be  elected  by  the 
Membership  and  shall  be  ex  officio,  one  of  the  Board  of 'Trus- 
tees. Four  (.thers  shall  be  elected  by  the  members  at  least 
two  of  wh)m    shall    be   residents   of  the  Colony. 

Sec.  12.  Inline  liately  after  election  the  Board  shall  organ- 
ize b.  electing;  a  Cliaimian  of  the  Board,  a  Superintendent 
.itid  Book-keeprr.  The  tir.st  two  must  be  members  of  the 
Board,  and  all  must  be  reMi<lents  of  the  Colony.  The  Board 
shall  appoint  .-uch  other  officers,  agents  and  employees  as 
may  he  necessary  from  time  to  time,  prescribing  their  duties 
by  resolution.  The  theory  (.f  government  of  the  Company 
being  this:  the  Trustees  elect,  the  Membership  removes.  Of- 
ficers of  Dep.irtr-ients  may  be  removed  by  the  workers  of 
that  department. 

Sec  13.  The  duties  of  the  General  Secretary  shall  be  to 
keep  tlie  minutes  of  all  (Jeneral  and  Special  Meetings,  min- 
utes of  tlie  Board  of  Trustees,  to  conduct  the  correspondence, 
recruit  the  Membership  and  as  Financial  Secretary,  receive, 
receipt  for  and  deposit  in  Bank  or  with  the  Treasurer,  ah 
sums  paid  upon  membership  acr-ount,  to  keep  the  Member- 
ship ledger,  issue  Certificates  of  Membership,  render  regular- 
ly, on  or  before  the  15th  of  each  month,  a  report  to  each  mem- 


-  7  — 

ber,  of  the  condition  of  the  Company,  issue  such  rtppeals,  no- 
tices, referenda,  mandates  and  initiatory  resolutions  as  may 
be  lawfully  demanded,  and  perform  such  other  similar  duties 
as  may  be  ordered   by  the  Trustees, 

Sec.  14.  All  other  funds  shall  be  received  by  the  Treas- 
urer. 

Sec.  15.  All  f-mds  by  whomsoever  received  shall  be  d^o«- 
ited  in  Bank  and  no  payments  whatever  made  except  by 
cheok  signed  by  the  Treasurer. 

Sec.  16.  The  Book-keeper  shall  keep  the  general  accounts 
of  tli»  Company,  receive  the  time  cards  of  employees,  calcu- 
late the  credits,  issiue  time  checks,  make  a  report  in  writing  of 
all  transactions  to  each  General  Meeting  for  the  use  of  .  the 
Secretary  and  perform  such  other  duties  as  may  be  provided. 

Sec.  17.  The  Superintendent  shall  oversee  and  direct  the 
material  work  of  the  Company,  u'l  ier  direction  of  the  Board 
of  Trustees. 

Sec.  18.  The  Membership  at  large  shall  elect  also  a  Chief 
of  the  Department  of  Education  whose  present  duties  shall 
be  to  supervise  the  publication  of  a  Company  journal  which 
shall  contain  the  reports  of  the  officers,  educational  matter 
and  general  co-operative  news.  The  journal  shall  be  used  by 
the  Secretary  to  recruit  the  membership. 

Sec.  20.  The  General  Meeting  has  the  power  to  elect  an 
Auditing  Committee  at  any  time. 

Sec.  20,  All  quarrels,  grievances  and  disputes  shall  be 
settled  by  arbitration  as  provi  led  in  the  laws  of  the  State  of 
California. 

Sec.  21.  Special  Meetings  of  the  Membership  may  be 
called  by  the  Trustees  or  by  twenty-  per  cent,  of  the  Member- 
ship at  any  time. 

Article  5.     General    Provisions^ 

Sec.  1.  Eight  hours  shall  C(mstitute  a  day's  work  in  the 
Colony. 

Sec.  2.  Thirty  cents  per  hour  shall  be  the  established  ba- 
sis of  exchaKge  for  lab  >r  rendered  to  the  Colony  by  the  lueni- 
bers,  and  by  the  Colony  to  the  members  until  otherwise  or- 
dered by  the    Colony. 


8 


—  8  — 

Sec,  3.  At  least  twenty-tive  j)er  cent.,  of  all  surplus  in  the 
liiinds  of  the  Treasurer  each  year  sliall  l»e  in  vested  under  the 
direction  of  the  Colf)ny,  by  the  Board  of  Trustees,  in  a 
plant  of  some  kind  that  w  ill  tend  to  promulgate  our  co-opera- 
t  ive  views,  and  to  benefit h\inianity  in  general-  such  plant  or 
iiinds  to  be  forever  used  for  purposes  tending  to  elevate 
mankind  under  the  control  of  the  ( 'olony.  The  balance 
shall  t>e  declared  as  dividends  among  those  to  whom  time 
(■heck-*  wf>r'='  is>-ued.  in  proportion  to  the  hours  worked,  or 
shall  by  (  'ompany  vole  be  devoted  tw  the  improvement  of  the 
Colony  phiiit.      Taxation  of  Company  members  shall  be  equal. 

.Sec.  4.  The  Trustees  shall  create  from  time  to  fcime  as  oc- 
casion arises,  the  necessary  departments  for  the  fu^ndnistra- 
tion  of  the  work  of  the  Comi>any  upon  the  lines  laid  down  in 
(Tronlunrl's  Co  operative  Commonwealth. 

Sec.  5.  These  by-hiws  may  be  altered  or  amended  by  res- 
oitition  i)resented  in  writing  at  any  meeting  of  the  Colony, 
provided  however,  that  all  such  resolutions  shall  be  filed 
with  the  Secretary,  open  to  the  inspection  of  members  at 
}i,t  least  twenty  days  before  said  meeting.  Immediately  upon 
such  filing  the  Secretary  shall  notify  ail  non-resident  mem- 
pers  of  the  purport  thereof. 

Sec.  6.  For  the  amendment  of  the  foregoing  by-laws  a 
majority  vote  of  the  membership  shall  be  required. 

Sec.  7.  The  Deed  of  Settlement  can  Only  be  amended  by  a 
three  fourths  vote  of  the  membership  aud  no  by-law  can  be 
])rtssed  in  conflict  therewith,  it  being  of  superior  binding 
force. 


